---
title: O.C.G.A. § 46-3-321. Signing of articles of incorporation; contents of articles of incorporation.
collection: code
id: 46-3-321
cite_as: O.C.G.A. § 46-3-321 (2025)
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source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t46-(v34)-2025-pdf.pdf?sfvrsn=48adb3c4_0#page=303
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Session of the General Assembly of Georgia
heading_path: PUBLIC UTILITIES AND PUBLIC TRANSPORTATION / ELECTRICAL SERVICE / ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES / ORGANIZATION OF ELECTRIC MEMBERSHIP CORPORATIONS
---

# O.C.G.A. § 46-3-321. Signing of articles of incorporation; contents of articles of incorporation.

(a) The articles of incorporation shall be signed by the incorporator or incorporators or his or their attorney and shall set forth:

(1) The name of the electric membership corporation;

(2) That the electric membership corporation is organized pursuant to this article;

(3) The period of duration, which shall be perpetual unless otherwise limited;

(4) The purpose or purposes for which the electric membership corporation is organized;

(5) The address of its initial registered office and the name of its initial registered agent at such address;

(6) The number of directors constituting the initial board of directors and the name and address of each person who is to serve as a member thereof; and

(7) The name and address of each incorporator.

(b) The articles of incorporation may, as a matter of election, also set forth:

(1) Any provision, not inconsistent with law, for the regulation of the internal affairs of the electric membership corporation;

(2) Any provision which under this chapter is required or permitted to be set forth in the bylaws; any such provision set forth in the articles of incorporation need not be set forth in the bylaws; and

(3)(A) A provision eliminating or limiting the personal liability of a director to the electric membership corporation or its members for monetary damages for breach of duty of care or other duty as a director, provided that such provision shall not eliminate or limit the liability of a director:

(i) For any appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;

(ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

(iii) For any transaction from which the director derived an improper personal benefit.

(B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

## History

Ga. L. 1937, p. 644, § 6; Ga. L. 1980, p. 72, § 3; Code 1933, § 34C-702, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 1988, p. 1451, § 3.